FORT HOWARD CORP
8-A12B/A, 1995-03-07
PAPER MILLS
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                                    FORM 8-A/A-1

                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                                    ____________

                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                            FORT HOWARD CORPORATION
         ------------------------------------------------------------  
             (Exact name of registrant as specified in its charter)


               Delaware                                  39-1090992
 --------------------------------------              -------------------
(State of incorporation or organization)               (I.R.S. Employer
                                                       Identification No.)
                                                                             
         1919 South Broadway
         Green Bay, Wisconsin                             54304
- ----------------------------------------            -------------------
(Address of principal executive offices)                (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


     Title of Each Class                       Name of each exchange on which
     to be so registered                       each class is to be registered
    ---------------------                      -------------------------------
     Common Stock, par                          Nasdaq National Market System
     value $.01 per share

 
        If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(i), please
check the following box. [ ]

        If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General 
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:


                                 None
                            (Title of Class)

<PAGE>
                                    2

Item 1.  Description of Registrant's Securities to be Registered.

        The description of the Registrant's Common Stock, par value $.01 
per share, set forth under the heading "Description of Capital Stock" in the 
form of Prospectus to be filed by the Registrant with the Securities and 
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, 
as amended, relating to the Registrant's Registration Statement on Form S-1 
(File No. 33-56573), is hereby incorporated by reference herein.

Item 2.  Exhibits


   Exhibit No.                        Description

      1                       Annual Report of the Registrant on Form
                              10-K for the year ended December 31, 1993

      2.1                     Quarterly Report of the Registrant on Form
                              10-Q for the quarter ended March 31, 1994

      2.2                     Quarterly Report of the Registrant on Form
                              10-Q for the quarter ended June 30, 1994

      2.3                     Quarterly Report of the Registrant on Form
                              10-Q for the quarter ended September 30, 1994

      2.4                     Current Report on Form 8-K dated August 24, 1994

      2.5                     Current Report on Form 8-K dated November 23, 1994

      2.6                     Current Report on Form 8-K dated December 16, 1994

      4.1                     Form of Restated Certificate of Incorporation
                              of the Registrant

      4.2                     Form of Restated By-laws of the Registrant

      5                       Specimen Certificate of Common Stock


<PAGE>
                                        3

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its 
Registration Statement to be signed on its behalf by the undersigned, thereto 
duly authorized.

Dated:    March 7, 1995

                                               FORT HOWARD CORPORATION


                                               By:  /s/ James W. Nellen II
                                                  -----------------------------
                                                  James W. Nellen II
                                                  Vice President and Secretary








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